 All right, I am going to start the recording. Bear with me a minute as it winds up. All right, the recording has started. So let's call the meeting to order at 6.01. Are there any additions or changes to the agenda? Hearing none, is there any public comment? Hi, Linda. All right, hearing none, let's move on to the meeting minutes. So I'd like to make my typical motion, which is to approve the governing board meeting minutes with edits from Allen. And those are the May 9th, 2023 meeting minutes. Second, happy to do my part. Seconded by Siobhan. And you know, those are the only kind of minutes I like by the way. So that's just fine, just fine with me. So any discussion on the approval of the minutes? All right, hearing none. Are there any opposed to the motion? Any abstentions? All right, the motion passes. The minutes are approved. Thank you very much. We have the auditor's report at 6.15. And I think as soon as they arrive, it would be good to let them do their thing. But in the meantime, anyone opposed to moving through the agenda and moving through to the treasurer's report next while we're awaiting our auditors to join? Ray, are you ready to do that, sir? Please do. So you may have seen the report that Lori Beth passed out earlier. I wanted to call your attention to a few things. One is that the total bank account, we have $9.3 million in the bank. And we have other assets, totaling $3.6 million of which $2.8 represents materials and inventory. Down here in profit and lost, $30,000. I believe this is the Plainfield contribution for town ARPA expenses. We have several categories. One is administration. Total administration this month is $87,000, which is made up of things like accounting, administrative services, insurance, office expenses, the stipends for the officers, as well as the payments for the employees, including mileage, et cetera, et cetera. And so that's $87,000 for administration. We have construction. You see here $84,000 and those are buildings by Ustis materials of $1.3 million. And then you have warehouse operations, including the management of $28,000 rent, $6,000 a month, and utilities $532 for a total of construction of $1.4 million. And then we have pre-construction and total pre-construction is about $350,000 made up of design services, make ready services and construction management, project management and outside plant expenses. So total expenses for the month are $1.8 million for profit and loss. Happy to answer any questions. Next is expenses by vendor. And this is always kind of interesting. Here's that uses cable of 84,000 KGP logistics. They're one of our material providers of $1.3 million NRTC broadband. This represents almost $300,000 in design services from them. And here is that while we on the warehousing expense mentioned a little bit earlier. Questions or comments? If not, thank you. And we still don't have an auditor. Well, I'm checking now to see our list of folks that are here. No, our auditor is not here yet. I did say 615. So I wasn't sure I didn't want them waiting for us. I'd rather have us waiting for them. We have other items that we can walk through. We can talk about financial and grant support update. This is just an update. So there's no action necessary here. Ray, you want to continue? You're on a roll. Yeah. So you may recall we've discussed in the past about the grant gap, but that is the gap that's between the ARCRA funds of about $23 million we've received from the Vermont Community Broadband Board. And when the BEDE grants become available and available to us, there's speculation about when the BEDE grants are going to hit and what money that we might be eligible for. Unlike the ARPRA grants, we're not entitled to 9.37% of the total money for ARPRA grants. We have to compete for those grants for others in a particular region. Those regions have not yet been defined. And so that's what the Community Broadband Board is also going to do. In any event, because of this grant gap, we want to make sure we can still continue with construction into 2024. And so the Executive Committee has approved the engagement of NRTC and PFM to assist us going after grants and loans. And these would be USDA reconnect grants, USDA reconnect loans, as well as PFM for debt assistance. And so this is an update on those efforts. The other thing I've mentioned to you is that we will not, the Executive Committee will not, the CB5 will not, execute any long-term debt without the Board's approval. Short-term debt, like a year or less. Yes, the Executive Committee can do under the charter that the Governing Board has approved, but long-term debt is in your hands. And so all this preparatory work will wind up coming back to you and with an update and perhaps where needed for loans and debt, your authority to proceed. Any questions on that? There is one thing I would like to add. Janiella and I were on the phone today with the VCBB this morning, walking them through our request for grant disbursement. And we had to get our request in before the last week. We had to get it in so it was in the queue. We got it in, it's in the queue. They're overwhelmed and we just did a phone call, a Zoom meeting, a Teams meeting to walk through our request so that they understood the supporting information that we gave them. And it all worked out just fine. They understand the supporting information and our, the amendment was for approximately 1.9 million and we asked for approximately 1.45, the half million that is that we didn't ask for is still CV Fiber funds. It's gonna stay with the VCBB and that money is the administrative money for keeping the lights on in 2024 should there be zero grant money coming in. So that's our stash for 2024. It's with the VCBB, it's ours but they haven't, we haven't asked for it yet and they're holding it for us. But otherwise we should get a 1.45 million hitting our bank account in the next couple of weeks and that'll be for the amendment to our construction grant. Janil, you wanna add anything to that phone call this morning? It seemed to go pretty well to me. Like she said, it was in the queue and we just had to provide some explanations of how we arrived at our numbers and she just took notes and it seemed very straightforward. Okay, excellent. I noticed that somebody just joined us with a Rhode Island phone number similar to Vermont, one area code does the whole state. Who's that from Rhode Island? Hey there, Jerry, it's Tim Sullivan, Roxbury Delegate. Hey Tim, welcome, welcome. We're waiting for our auditor to appear and I never know what phone number is gonna come up. Yes, Jerry, right. I was driving so I could connect this way. No, excellent, excellent, thank you. Yeah, please don't crash. Yeah, really? Too late now. Okay. So it's 610, our auditor is scheduled to be here at 615. Our next item, services fees and affordability. Why don't we move into that? I'll take the affordability part because it's purely a notification and update for the board. I just wanna make sure that the board understands that we are still pursuing affordability as a goal and we have been in contact with EAB, the equity and affordability for broadband organization, right? And we've received a proposal from them that we're looking at, we're evaluating but it is certainly our intention if it works out appropriately to work with them. And we strongly believe in making our services as affordable as possible. It's a very difficult thing to do. We really appreciate the EAB existing as an organization and we will bring to the board or bring to the governing board as appropriate when the time comes a motion to buy their services, if you will, to chip into the pot for the affordability. And at the same time, of course, we're always looking at the federal affordability program that we would do basically through Watesfield Telecom and those two are not mutually exclusive. We can combine those two for a $50 reduction to the subscriber for our services. So we're really looking forward to doing that. But that said, I'd like to turn over the services and fees aspect of this. Janiel, you wanna get it started? Sure, so we are looking to approve, the executive committee already did approve add-ons for our services and that includes a tower for Wi-Fi everywhere and potentially would include phone hookup fees and potentially wiring subject to a site assessment. It could also eventually include hardware, although we don't have anything on for hardware at this time. Executive committee did approve these or make recommendation to approve these add-ons. And then the other piece is a commercial, a commercial rate that we haven't had approved yet, but we are going to be offering commercial services as well as residential. And Ray, have you motions for this or would you like me to take that on? No, I'd be happy to take it from here. You may recall that at a previous governing board meeting that the governing board approved service tier rates for residential service that had been recommended by the executive committee. At that time, the governing board, the executive committee had not made a recommendation for commercial rates, and but now has a recommendation for commercial rates. And the executive committee is recommending that the governing board approve commercial rates for one G and two G service at $179 and $259 respectively. And I have a motion for that exact. And I will put that into the chat room so that move the governing board approved commercial rates of $179 per month for service of one gig and $259 per month for service of two gigs. Second. Excellent. Seconded by Jeremy Lindey. I see you have your hand up. Let's have a discussion. CityFiber paid Crawford, our marketing firm, to research commercial businesses in our districts. Crawford defined three personas addressing our commercial markets. The two five and 10 gigabyte internet packages are developed for these three business personas. We want to increase our revenues by upselling our commercial packages. Having two internet packages that overlap the residential packages will pull revenues from the top commercial packages. CVFiber should have one gig and two gig residential packages, but start commercial packages at two gig, five gig and 10 gig packages. Having only one overlapping internet package with what is offered to residentials. So I would respond to that by saying that anything that's over two gig is basically a negotiated price. And we're also offering different opportunities for anyone that's asking for a commercial rate as opposed to what they're asking for a residential rate. So if you're a resident and you're asking for a gig, you're not asking for the same level of service, even though it might be a gig, you're not asking for the other services that go along with that as commercial. But I would like to make a friendly amendment. Go ahead, please. That we drop the one gig commercial service because I think it will detract from getting higher level commercial business. Chuck, I see that your hand is up, sir. Go ahead. You're muted. Can you hear me now? Yes, sir. I am the Verizon man. So I have a few thoughts on this. I would just like to share with the broader board. The first is in the world of pricing, and I know we've already sort of hashed out residential pricing and I don't want to necessarily relitigate it today, but in the world of pricing, the ending with nines is a very common tactic for selling when you are trying to sell a lot of widgets because people inadvertently believe that it's slightly cheaper than the $1 cheaper it is by just having an even dollar amount. That said, from a psychology perspective, there is growing evidence that if your business is establishing a long-term customer relationship rather than selling lots of widgets, it is better to use even pricing because it is seen as more trustworthy by consumers than prices that end with nine. Thought one. Thought two, I actually will play a little bit of devil's advocate to Linda's comment that I think there could be some businesses, and I'm thinking kind of like mom and pop coffee shops, things like that that are on a very limited budget and are spending most of their money on rent and are trying to make ends meet that might get priced out if we start pricing bit commercial at two gig. Now we could make the argument that, hey, in that case, maybe you just pick residential and call it a day, but the downside there is one is that's a conversation we may not have the luxury to have if they're exploring their options because they're not gonna know that. And two, the price being higher for the one gig commercial over residential does mean we would still extract a little bit of additional ARPU out of that price point for that commercial entity. But that actually leads me to my third comment which is more of a question to this broad group. What the heck are you getting for that much more per month? It is still totally unclear to me what additional value you are getting as a customer for $60 a month, which is a lot of money. To answer that question, it's essentially that you're put to the front of the line for customer service. That's the benefit that you're getting. Maggie, I see that your hand is up. Go ahead, please. So originally we were going to offer them more special features than just getting put to the front of the line. And I think when you're looking at that big of a cost differential, that's really not a giant perk. If you think about going to the bank to drive through and you see the sign closest to the bank building that says commercial, a lot of the people going through that commercial line are still just the normal person who don't have commercial accounts because the drive-through lane was open. So they're just jumping right over there. And so that customer service person, if they're on the phone and then they are on the phone for 40 minutes with whomever it is, that's gonna happen. And I just don't think that we want to put everything on the line and say you're always going to get answered first. You're always gonna get prompt service and we're going to charge you X about more because of that. I think we just need to be super careful with this because we're gonna get some pretty quick customer service complaints with it. And I also, and I know we fought this battle and beat this horse dead check, but I am from a marketing standpoint, 1,000% in agreement with Chuck, about the 99 on prices. I think it makes us look very unprofessional. Okay, Jeremy, I see that your hand is up and I also want to note that our auditor has joined us so they will be ready as soon as we're done with this. So, what have you got, Jeremy? I was actually gonna suggest that we might want to table this so that we're not wasting our auditor's time. Well, hold on now, that's a specific term of art there. And I'm not sure that we want to use that term. Perhaps we'll pause it. But anyways, just pause this. Just throwing it out there. Okay, who seconded this? Ray made the motion. Did we get a second? Yeah, I seconded it. I think I made a friendly amendment, Jerry. And Linda made a friendly amendment that said, let's only do the one gig for 179 at this point in time. That is two gig. No, it was like drop the one gig and only offer two, five and 10 on commercial. So, with all the respect, I don't accept that as a friendly amendment and we'll come back to the group later on with appropriate service prices for five and 10 gig, which is what we intend to offer. But what we were thinking of before was too low. So the motion is still the same. I think the amendment should go to the floor. Linda, then you need to make a motion for your amendment. I will make a motion for my amendment. I think we should ask the floor if they wanna put so much overlap between residential and commercials and drop one gigabyte for commercial so that we get more commercials in the higher rankings. Okay, let's just make sure we're clear here. Okay, Linda's making a motion. Has anyone seconded Linda's motion? So I second it. Okay, so Chuck, you're just, okay, sorry. Go ahead, Jerry. So Ray has rescinded his motion. No, I haven't. You haven't. It's a motion to amend the motion. So now we're kind of nested in this second order motion and we have to resolve this new motion which could end up updating the Ray's motion or it could not if this motion doesn't pass. That's right. And I wanted to be clear, Linda, your motion is to amend the previous motion to approve commercial rates only of $259 per month for two gig service. That looks like what Ray was offering and I said just drop the one gig. That's right. Right, so at this time, we're just looking at two gig for 259. Janie will go ahead, please. I don't wanna give my own opinion about this, but I do want to hear from our community relationship manager, Maggie, as to what she thinks from a marketing perspective might make the most sense as between having two overlapping versus one overlapping. I am interested in knowing what she thinks about this. And I don't know the answer. So I think everybody should know the answer from our community relationship manager. Okay, Maggie, if you could please and keep it to the item at hand here, please. The point made about the small companies that don't won't know that using residential as an option is very true. And as Vermonters, we are surrounded by a lot of small business owners. So I think that we need to think about them in making this decision. And that's, again, I think I'm gonna go with Janiele here. I think I've spoken my piece about how the pricing should be set up and have been somewhat ignored. But as far as leaving the one and two, I think we need to think about our customers. Chuck, go ahead, sir. I'm not an expert in Robert's rules, but I believe, Jerry, as chair, it is well within your right to put some discussion that is currently in progress on the floor and hit pause on it such that another order of business can be tackled and we can come back to it. So I think, and maybe Alan is here, but I think you're well within your right to say, hey, let's get back to this after the auditor gets to do their bit. That's where I was going unless we were ready to close this out. And it doesn't quite seem like we're ready to close this out. Alan, sir, go ahead. Yeah, I think an interruption would be fine. And I mean, that's really what's happening here. We were waiting on somebody to appear. The person is here and we had started something that wasn't to be done at the time we were doing it, more or less. So I think Chuck is right, just for convenience and out of respect for the people who have now arrived to give a presentation, I think the fair and justifiable thing to do is just suspend the discussion we had before and just move on to the audit. Very good, I'm with you on that. Kelly, are you prepared to speak to us? And you, you're on mute. I'm just waiting on you. I know. This is interesting, I was in it, I was riveted. I apologize, we had a couple of minutes, things were going faster than we thought, and then they weren't. Hey, I serve on boards too, I know how these go. No problem. Okay, go ahead please, Kelly. Introduce yourself. We'll do. So I'm also here with my colleague, Kelly, but I'm Kelly Demory and I'm a partner here at the firm. I've been with the firm since 1999. I've, however many years that is a lot. I had up our nonprofit division and Kelly does a lot of work in the single audit space. So she was a good partner to have on this job and we're looking forward to walking you through your very first audit and single audit, I suppose, right, a lot going on today. So, Kelly, go ahead, you can introduce yourself. Hi, yeah, I'm Kelly. I, like Kelly said, I do spend a lot of time in the nonprofit industry too and single audits. And I've been with the firm for about four years now. Great. And Kelly did all the heavy lifting on this. So she'll have some commentary and some thoughts, but if you want, we can jump right in. I know that we have a limited amount of time, so we'll try to be as brief as possible. What I thought, based on some preliminary conversations that we had with Ray and with Jerry, it just kind of orient you to the report. So we'll, we want to spend the time there. We also have a PowerPoint presentation, which we can send to you electronically to share with the group that kind of go, it goes through our required communications and the things we're gonna talk about, but a good thing to have on hand. So we won't spend time on that. We'll jump right into the financials, but we do a lot of these. So if you have questions along the way, please interrupt us. We're happy to take questions as we go. Sound like a plan? Sounds great, Kelly, thank you. All right, good. So, Kelly, are you ready to drive this presentation? I think the first thing to, as we talked early on, I think you were looking some, when we spoke with Ray and Jerry, like they were looking for something that said single audit, right? So I wanna sort of talk about what the audits are that we perform. So first off, we need to go through what we consider to be a traditional or a financial statement audit to make sure your numbers are properly stated so that we make the proper selections under your single audit or under uniform guidance. So that single audit or under uniform guidance is really driven off of the grant funding or the pass through federal money that you receive as an entity. So if you are expending, so again, it's not based on receipts, but expenditures. So if you expend more than $750,000 within your calendar year of this federal pass through money, then it requires you to have this special audit. So under a financial statement audit, the more generic audit, we have certain thresholds and materiality that we can follow and a little bit more liberal guidance on what we do for audit purposes. Under the single audit, under the grant compliance audit that we're doing, that has much more stringent requirements. So when we get into some of the findings from the report, some of them might feel a little nitpicky, but the way that this audit is laid out, it's very, very specific to these grants and it is very nitpicky. They wanna make sure that you have certain processes and procedures in place and that those are followed very strictly. So what you'll see, this is all sort of combined into one financial. The beginning parts are more based off the financial statement audit. And then towards the end, we get into the single audit findings and things like that. So we'll kind of walk you through, I'm not gonna go through everything in the financials, but some of the important things we can go through and highlight. So if we go to, let's just flip through. So these are all sort of lead in things that I think are pretty self-explanatory. This auditor's report is really the only thing that belongs to us in the financial statements. So if there are things within the financials, you wanted to say differently. As long as they sort of fall under our parameters, we're happy to do that. We're not English majors, right? We're accounting finance people. So the words don't always align with what you wanna say. So I would read that a little critically. And then beyond this, so I will say that from a financial statement perspective, you have what we consider to be a clean opinion or an unmodified opinion on your financial statements. That means we didn't identify anything that wouldn't allow us to form an opinion on these financials. So that went very well. We'll talk about some of the recommendations that we have when we get towards the end of the financial statement. But this talks about your responsibilities, our responsibilities. It is important for you to read through. And then we get to the management discussion and analysis. Now you guys are just starting out, right? You're pretty new. Don't have a lot of history to really get into this management discussion and analysis, but this is a great place for you to tell your story. Right now we've put in some things that we felt made sense here. You've added a little bit of commentary and some edits, but this is something that I expect would expand year after year as you have more miles lit under your belt and that more customers, you'd start to talk about some of those kind of things. But obviously if there's things you wanted to add here, this is your document to add to. And then we get on to your balance sheet. So in the nonprofit world or the governmental accounting world, your statement of net position. So this is as of a point in time. So as of December 31st and a couple of things I'll point out here. So you might think, okay, well, we received all this grant money, right? $9 million or so, not quite, but eight and a half million. You can see it's sitting in the bank, right? It's in your cash balance there, 9.4 million. But you can also see down in the current liabilities advance of revenues grants of 8.4 million. So that means you've received this money under the grant parameters, but you really haven't used it for the intended purpose. So it gets hung up on your balance sheet instead of being recognized as revenue yet, okay? You also have some prepaid expenses and some deposits on material that you haven't placed in service yet under your current assets for 828,000. Those are current assets because we expect those are gonna be deployed within the next 12 months. Your capital assets, so this is gonna be the network that you're building. You have 5.6 million in process, so has not been completed and the depreciation process has not begun yet. So that is still sitting there until that is complete. And then I skipped over this leased building. So we have new standards this year to report any sort of long-term lease. And that is required to be capitalized on the balance sheet. In prior years, those would have just been expensed through the P&L. Through these new standards, we now have to value that, capitalize it as a right of use asset on your balance sheet with an offsetting liability, which you can see in the liability section. There's a current and long-term piece. That will continue to be amortized over the course of the lease that you have in place. Fund net position, I'll just orient you to this. That's your equity in the for-profit world, right? So you have some of that equity or your fund net position that's been invested in your capital assets, and then the rest would be unrestricted or to use for what you're in business to do for your purposes. So then on the next page, we have your statement of revenue expenses and changes in that fund net position or your profit and loss income statement. Again, you can see you've recognized quite a bit of grant income through the work that you've done, whether it's purchasing materials, that work in progress that we saw on the balance sheet, what, 7.4 million. And then we have some operating expenses. So again, you're just starting up, this is an influx of cash from this grant money, so you would expect to see a big increase in fund net position or net income for this year. It's hard to look at a set of financials without any comparisons. So next year, this is going to be a lot more meaningful to look at when you have comparative results and see how you're trending as you start to build up your network. Cash flows, we don't have to spend time on this. If anybody really gets excited about cash flows, I'm happy to talk about that offline. Keep going through this. Then we get into the notes to the financial statements. I know many of you may not make it this far. I know it's a lot that we end up giving you, right? But the notes are really helpful to orient you to the financials. So note one is important because this really describes you as an organization. So if there's other things that you wanted to add here, just let us know. Note two are all of those significant accounting policies that feed into your financials. So then in some cases, there are options, right? You wanna know how you're classifying operating versus non-operating or how you're dealing with cash and cash equivalents. So this is gonna be good information for you to read through and understand related to the financials. I'm not gonna go through all of them. So the note two goes on for a couple of pages. Again, informative talks about the new lease pronouncement. All of this is good for you to read on your own. Then we get into some more of the footnotes that are required. So if you keep going to the next, yep. So concentration of credit risk. This is something that looks at your cash in your financial institutions. Those are secured up to 250,000. Based on the timing of these deposits, right? Again, at a point in time, you had this much at risk based on your banking relationships. And also the concentration of revenue at this point in time, all of that revenue is coming from the pass through state and federal government programs. For commitments, this is an area that we had had some revisions in the refinement through the review of the draft to just really lay out what these commitments are. So the commitments are things that as an organization, you have these future commitments and liabilities that it's informative to the reader to understand when these are coming due. Doesn't mean that they're in the financials as a liability, but something that is a commitment that's going to come in some cases spanning over three years. And I'm sure this group is more familiar with all of these agreements than even we are. So that's what those have to do with. Note six describes the leases as I mentioned that now have to be brought onto the balance sheet. This talks through the terms of the leases, what those values are and how we've determined the amount that's capitalized on the balance sheet. A lot of calculations. This was not a fun one to implement, but it is here nonetheless that you can read through that. This is showing how that those lease liabilities are gonna amortize or be reduced on your balance sheet over time. And then note seven is subsequent events. Again, this is something that's largely up to you. If there are significant events that happen after the end of the year, these tend to be really significant. We tend to be vague. If there's a large donation, if there's a large grant, if there is a, you have an arm of your business that closes, it's really large items that we want to address through this. And we didn't have anything that we felt rose to that occasion. Then we have under your reporting, governmental reporting, we must report budget versus actual. So we're looking at your original budget versus the budgetary actual amounts and looking at some of those differences. It's really hard first year, right? Knowing what this was gonna look like. Most of the time it's on a cash flow basis. So it's really not accounting for our rules and when you recognize that revenue. So these variances between budget and actual are pretty common. I think what we wanna look to going forward is when you start to get more consistent results year over year, how those budgets are built and making sure that those are as close to reality as possible. This is just more of that budget. And then we get into, this is where we start the single audit or the compliance audit for your grants. You know, I'll mention this, I know Kali's gonna go through some of the specific findings, but what this schedule is is really the driver for all of the single audit work. It's called the schedule of expenditures or federal awards or CIFA is what you'll often hear it referred to as. This categorizes all of the federal pass-through money that we have to evaluate as part of our single audit. So you had some, a very large grant, that first one there, that's almost $6 million, but you also had some other coronavirus relief funds that came through. So we have to make sure we're accounting for all of those on this schedule. And really this is something that in the future is something that management provides to us that we actually audit and make sure that everything's included. And so from these, this is what we use the criteria for these grants to determine our major programs and what we have to test to be compliant with the single audit. This is some footnotes that relate specifically to the CIFA. Then we get into some of the findings and Kali, do you wanna talk about these a little bit? Yep, sorry, my mouse is being a little funky right now. So in Jerry's email, he mentioned the findings that we had during the single audit. And if I'm just gonna scroll to these three here. So as he mentioned, we had two material weakness findings and a significant deficiency finding over in internal controls over compliance. So the first one had to do with reporting. So we found during our testing that reports, progress reports that were submitted to the state did not tie to what we received, tied to the general ledger that we received during our audit. So we were provided backup for these reports that were submitted to the state. So we could see that at the time that the reports were run, it did match what was in the general ledger. So this led us to believe that changes were made in QuickBooks after these reports were submitted to the state. So usually we do recommend that backup is kept with these reports that are being submitted. So it's great that that's already being done. Just a little bit of additional recommendation around this area would be that these year end and month end reconciliations are done more timely so that you really do get all of those expenses in the appropriate period. So that way you don't have to go back and resubmit to the state a different report afterwards. And so I think there's a lot of information here that relates to this one finding, right? And this is a very specific way that the single audit needs it to be reported. What's nice about these is you have an opportunity to respond to these comments and say what you're doing is corrective action. And I think it's very common to have a finding in these single audits. What they're looking for is that there's a remedy in place that you don't have the same finding year after year after year that you're making these adjustments. And these are fairly minor adjustments, right? I think we're looking at this is just making sure you're within the compliance period for claiming those expenses. And I think this is something that's easily correctable but something we left these highlights because we threw in some words but these should really be yours if you wanted to expand on that at all. The next one we were looking at had to do with period of performance. So each grant has its own period of performance. So when we were reviewing the agreements we found that one of the grants award period ended for June 30th, 2022. And then during testing we found that some expenditures were being charged to this grant after June. So because of this, the district had to go back and resubmit reports to the state to show the updated expenditures charged to each grant. So in this, we just recommend that period of performance kind of be at the top of people's minds that that's really noted for each grant. And then each month maybe go through the expenditures that were charged to each grant and just make sure that they're staying within that period of performance for each grant. And luckily for this one we had, there was some room to sort of reallocate some of those expenses, right? This was the circumstance that we went back and said because it's when we're looking at findings the fact that it was out whether it was expenses that didn't were not qualified to be in the grant is different than if it's just a period of performance. So if we could adjust that and lessen the comment that's kind of what we did. So I think these are pretty easy to rectify and should not be a red flag to anybody who's reading. Right. And because you received so many different grants that were all under the same federal program it made it really easy to kind of exchange expenses that did ended up falling in before that June 30th grant and period. So again, just like Kelly said there's we have the highlighted waiting for you if you want to add anything to these corrective actions. Then the third finding we had was a significant deficiency which Jerry mentioned in his emails a little less severe than the material weakness but still warrants some attention to it. So for salaries that are allocated to federal funds the government requires that they have some sort of tracking. So this usually is a time and effort documentation for salaries allocated to these federal grants. So when we were testing we found that there wasn't really any documentation showing time and effort for the salaries. And this is a really we see this often it's a really easy fix I think that there's a couple of options that we usually recommend. The first would be the time sheets. It's an easy way to to get this time and effort documentation just simply each week you know 10 hours to one grant 30 hours to another grant employee signs it and then it's approved. So that's a really common way to keep track. Another way that we would suggest that would work well for the district because the salaries are charged specifically to one grant rather than among other grants. So since all of it is charged to one grant it would be easy to also just do a time and effort certificate. So this could be done just every six months. And I sent Bonnie kind of an example but I can send it to others as well of just a guideline to follow but in reality it's really just so that the employee can certify that the hours charged were for a specific grant and then somebody approves that. And again that's common because you don't often think of that for salaried employees that you're doing time cards and that sort of stuff. So it's a very common finding that we see but an easy fix too. So those were the findings related to the compliance audit before there is also a finding related to financial statement preparation I think was the keep going yes here. So this is having to do with your overall reporting. So the requirement here is that you are able to prepare fully compliant gap financial statements with all the footnotes and everything that goes with it all the fix-ins, right. We have a hard time doing that sometimes. It's a very hard threshold to meet. I think when we look at the limited number of people that are involved I think that our primary focus was on that preparation of the financial statements but Kelly was there anything else from an internal control perspective that we wanted to suggest be improved or that we should talk about further? Yeah I think that while we were doing the audit we found that the bank statements were ending on the 20th of each month and I think we discussed this but this is just kind of an easy fix to make them more in line with month end and then year end. So it's easier to reconcile to year end than it was this year. And then we also because Bonnie is the outsourced CPA and she really does most of the transactions if not all we kind of wanted to just discuss the other people that are reviewing her work kind of looking at the accounts and just making sure that everybody understands what's going in each account, what's coming out that ins and outs of what she's doing kind of. It's that oversight, right? To make sure that if somebody has complete control over one part of the system that there's another set of eyes that somebody else is reviewing the actual bank statement itself, the reconciliations. Usually we're still seeing most of the risk happening around cash in and out and you have a lot of cash, right? So I think it's making sure that you're not complacent with having this third party do it there still should be some oversight related to that. And it's hard. And Kelly if I may we are in the middle of changing the way we get reporting from Bonnie in that we want our coding and our invoices that we're paying be aligned with our budget line items so that we're tracking our invoices to our budget on a line item basis on a monthly basis so that I think it'll be a lot more clear as to where the money's going. And of course the money coming in right now is pretty straightforward. That's not the fuzzy part. It's where it's going and keeping track of what types of things our funds are being spent on and aligning that with our budget. So we're making that transformation right now with Bonnie and Janiel and Ray are working on that. So I think that will address the item that you just brought up because we recognize that that's a bit of a gap ourselves. And we'll continue. So as part of our audit we always look at your systems and controls what processes you have in place. And we'll always recommend ways to improve that. We don't just look at it this first year we don't do an audit of it but we do re-perform some of those systems to make sure that they're functioning the way that they're designed. So I think it'll be something that grows with you as you grow and you expand your team and who gets involved with that. But I think if you have good controls over the cash payments out and the money coming in then that's gonna be the focus there that will help you the most. Thank you. Does anyone have a question for Kelly or Callie? And I will forward the, did you remind me Kelly please? Did you send the presentation to the governing board or was that just to a short list of us? So I sent the updated version but it didn't seem to go through with the link. I think it only made its way through to you that it didn't let me send to the board outlook group. So I think you'll have to forward that one along. And what we can do is send you the PowerPoint that we mentioned that has sort of the wrap around of what our responsibilities are, your responsibilities, a good sort of partner document to this audit. And I have that. So I can send both bits out. I had sent the draft out earlier in the day, the previous draft, I wasn't sure where we'd be in preparation for the meeting. And I did want folks to have the opportunity to have something to look at. But thank you very much. And anything else Kelly? Kelly any closing remarks you'd like to make or otherwise I think we'll say thank you so much. Well, real quick, I just wanted to mention what happens from here. I know this is your first one. So we will wait for your final approval if there's any other edits. We've incorporated all of them that you've provided so far. Once we do that, there's a representation letter that comes to us to release the report. But because you have a single audit, there's one more step and that is submitting that to the Federal Clearing House. So that has to be done within 60, 30 days of when we issue, but shortly after. And so Kelly can help you with that process if you have any issues with that. She's done that for many of our clients. But I just wanna say that to all of you because that is a different thing for a single audit that you have to make sure you apply with at the end. And we certainly will wanna do that. So we will comply. We will remind you of that. Okay, Ray, I see your hand is up. Go ahead, sir. Yeah, just one other thing. And that is that by statute, we're required to send the final audit to each of our town members, legislative bodies. So all the select boards, city councils, whatever, they will get a copy of this. That's right. Not a problem there. We will, we're a transparent organization to the extent that we can be. And as you saw here, Kelly in our public meeting where you get to see how the sausage is made or not as the case may be. I think you guys should be proud of your first year getting through this audit. I think it's a good outcome. And I appreciate everyone's help. I know that it's not easy to do this for the first time through and appreciate all of your assistance and patience. Well, thank you both. And we very much appreciate the work you've done with us. It's been a pleasure working with you. So thank you. And we'll be in touch. Go have a good dinner, please. Sounds good. I will do that. Have a good one. Okay. Thank you. Thank you all. All right. So let's see. We had left in a bit of a mess there with motions and motions nested within motions. I've been taking some notes. Would you like me to recap, Jerry? Well, let me ask another question. Should we continue this now? Or is this an issue that really needs further refinement back at committee? And I'm just asking that for the, for the, see nodding heads. I don't see really nodding heads. I have a hand up for Maggie. Go ahead, Maggie. Without you. I think we need to revise this, but. I think that a decision should be made this evening because funding, or I'm sorry, pricing has to be approved by this body. And we are getting closer and closer to having live customers. And the website needs to show that so that they can pick the packages that they want. So as painful as this may be for each of you this evening. And I'm super glad I don't have to vote. I really recommend that you make a decision this evening. Okay. Point taken. Let's go to Siobhan and then Linda. I just wanted to add that it sounds like the committee has a difference of opinion here. And that that's why it's coming to the board in the manner at which it says come. Well Ray is shaking his head, Linda's nodding. So. Yeah, that's a good insight. Yeah. So I don't think sending it back to committee is going to be helpful. But I agree with Maggie that we should make a decision sooner rather than later. So let's have the discussion now. Okay. I'm going to go to Linda, but first let me remind folks that what's being brought forth now was passed unanimously at the executive committee just last week. But go ahead, Linda, please. And then we'll go to Ray. We don't have enough research on commercial businesses. We didn't get enough research done from Crawford. I think we need to go back and get more research on pricing and special benefits that they get for those prices. I don't think we should vote for commercial. I think we should put up residentials with their add-ons and packages right now. I looked into our prescriptions and there's only one customer in CLO one interested in commercial. So we have time to get it right and get some more research on commercial businesses, pricing and what really attracts commercial businesses to take higher speeds. Understood. I don't expect that we're going to have a lot of commercial customers relative to residential customers. And we astounded, pardon me. There's only one right now that's interested in commercial in CLO one. And we started out with the notion that they would all be individually worked through and it was a requested discussion. I forget the term that we used. Inquire. Inquire, so they were inquire and then we moved to come up with these specific numbers. We don't have characteristics on the criteria for when someone comes to inquire. We really don't have the criteria to make a decision. I'm not sure that we ever will because there's so few that your sample is going to be so small that the averages isn't going to fit. Other companies have gotten commercial packages. We need to do more research. I'm done. Okay, Doke. Chuck, your hand was up and then down. I'm not sure where you are on that. The conversation got to what I wanted to get to. So. Okay. Very good. And just to remind, we have Linda's motion to amend RAISE amendment on the floor that we need to address before we go back to RAISE motion. Indeed. And I'm going to let Jeremy, Matt, read his notes. Let's have Maggie close this out and then we'll have Jeremy read his notes to set this so we know what we're voting on here. Go ahead, Maggie. As the individual that would be responsible for doing the marketing research for the first time since I've come on board, I'm going to agree with Crawford. They did less marketing research on businesses because there is less availability, as mentioned, to do marketing research on businesses. So we're going to use a little common sense here. And any town that you live in, in Vermont, if you look around, there's a reason that we have small mom and pop shops. We don't allow big box stores here in a lot of our towns. And so in our rural areas, they are going to be smaller businesses. We're going to have that Ben and Jerry's that needs the big giant internet package, but that's the exception to the rule. There's absolutely zero reason why we cannot vote on this this evening because the information that I'm going to bring back to you in a couple of months is truly not going to make a difference. I promise. Okay, thank you. Jeremy, can you tell us what we're voting on here, sir? Yeah, so the original motion made by Ray was moved to the governing board to approve commercial rates of 179 per month for service of one gig and 259 per month for service of two gig. Linda then made the motion to remove the one gig service level from that motion. So the new motion as amended would read, move that the governing board approve a commercial rate of $259 per month for service of one gig. Okay. Two gig. Two gig. 259 a month for a service of one gig. Is that what you said? I'm sorry. I am reading wrong. It's two gig. Thank you for the correction. Yes. And that's what I have written down in my notes. I just read it wrong because I'm tired. Okay. And have both of those motions been seconded? Yes. I seconded Ray's and Chuck sent it seconded Linda's. Okay. So which motion are we voting on now? Linda's motion to have just two gigs for 259, is that what we're voting on? So Jerry, technically what we're voting on here is a motion to amend the motion that motion made by Ray. So what we're voting on is whether or not we want to accept Linda's change to the motion to the floor which kind of overrides Ray's original motion if approved. And then we vote again on whether we approve the original motion if it doesn't pass or the motion as amended if it does pass. Okay. So let's vote now on Linda's motion to amend if that's the appropriate way to say it. I think we've had enough discussion. Are there any opposed to Linda's motion to amend? Opposed. I see three opposed. Well, we need to do a roll call vote, Jerry. If you don't mind holding on a sec, will I get set up for that? Okay, go ahead, sir. Let's see. I should have seen this coming. My apologies, everyone. All right. We probably just raised our hands. Yeah, I'll go through. I'll do a roll call because I need to get I need to make sure that we've got all that we hit all of the governing board people and that I accurately record the votes. And we've got some people who are here who are alternates who are voting members. So if you just- Yeah, one vote per town. One vote for town, correct. Like for example, Jared and Seth are both alternates but I do not believe that either their primaries are here, so they're both voting members. Yes, that's correct. The primary for Cabot's not here tonight. All right. So are we ready to vote on this? Jeremy. All right. So. Alan. Well, sorry, who did you just call? Jevon. Me, that's not alphabetical. No, it's not. Oh, my God, I was I wasn't ready. Abstain, I'm abstaining. Henry. No, I'd like to know the urgency for why we have to get the commercial rates out when there's no demand. I don't believe there can be any discussion while we're in the middle of a vote. Yeah, the vote was no. So, Jeremy, Matt, I am also going to vote no on that. Linda. Yes, John Morris. No, Chuck. No, Tom. Abstain, R.D. Oh, R.D. is not here. I apologize, I copied him. Jerry, you said, Jared or Jerry? Jerry Diamantides. Oh, no. Sorry, star Starlink is doing its best for us here. All right, Tim Sullivan. Tim, you're on mute, sir. I don't think he's here. Yeah, I don't see him in the list anymore. Oh, did he drop off it? OK, so. Oh, yeah, OK, so he did. So I will put him down as not present. Um, Michael Gray. No, Ray Pelletier. No, Jared Thomas. No. And Seth O'Brien. No. All right. I mean, it doesn't. Yeah. OK, so motion does not pass. OK, then we can go to the original motion by Ray and I believe seconded by Siobhan at that point. But Jeremy, Matt, you have that. Oh, Chuck, go ahead. Please correct me. I'm sure I need it. But I think you have that right. But Henry had his hand up first, but I do have a comment. So if you could get back to me after Henry, please. Oh, sure. I didn't realize he had his hand up. Go ahead, Henry, sir. I was just like comment about the urgency of establishing commercial rates with when we don't have a demand for it. I don't know that there's urgency as much as it leaves a hole in our in our presentation. And if there are commercial folks out there, they will want to see some opportunity Chuck, go ahead. You're next and then right. One possibility just to float it is right now, because again, if you you see in chat in CLA one, the case is so far 0.78 percent of people coming through indicated interest in commercial one out of 128 total. And and so in the interest of getting CLA one up and running, we can remove the dropdown that has you select from residential commercial, assume residential for now and be on our way and revisit, you know, the actual pricing we want to put live when we want to put it live. And the second thing I will say is I intend to vote no on the motion as it stands. I just I don't I don't think we have thought through what the differentiated product here that you are getting is based on paying this much more money per month. And, you know, I think we need to have a better stance on what you're getting for that additional money before we decide how to price it. I'll stop there. OK, very good. Thank you. Maggie, I see that your hand up was up before raise. I'm sorry. Go ahead, please. I'm going to go with check on this. However, I feel that the pricing of commercial should be a conversation that happens between the Communications Committee and is then brought to the Executive Committee from the Communications Committee and then to you and I know that Shabon brought up a very good point and there's a little difference of opinion happening within the ranks there. But I feel that Chuck is on point that we if we are going to make changes and we're not you are not going to vote on commercial this evening, then that's where it needs to go back to the drawing board and let Chuck spearhead that conversation. So before I before I call on Ray here, our our our rates for residential, especially because we are, as Chuck has noted, predominantly residential are driven by the costs of doing business. And we've we've developed our rates through the Finance Committee, not through the Communications Committee. Now, it may be the case that commercial being such a different animal is is handled differently there. But really, our our rates come out of the Finance Committee because our rates are totally driven by cost and anticipated take rates. And that's that's all the purview of of the planning and finance committees, but I'm going to go to Ray now and Siobhan, please. We truly don't know what the demand is. We don't know what the demand is. We've we haven't sent out any fliers and notices or anything to create demand. And so just saying that one person out of a hundred has indicated they want to commercial doesn't reflect what demand might be. Executive Committee has made this recommendation. The Finance Committee has driven these prices for the reason that we needed to support our business. We have an ARPU of average revenue per user of ninety two dollars that we're trying to hit. And this will help us toward achieving that revenue with regard to what additional services the commercials get. They have their separate business line for service. If something happens to them, they go to the head of the line. They're not picked up by the same people that are answering the residential because businesses and jobs and services they're dependent upon them having their internet up. So I'm supporting the original motion that was that was also recommended by the Executive Committee. I'm going to go to Siobhan and after Siobhan, I don't see any more hands up. So if there's no response to Siobhan, we'll go to a vote after what Siobhan has to say. Go ahead, please, Siobhan. I did actually bring this up during the Executive Committee, the same that Chuck did. If I were a small business and you were going to offer me a phone, a separate phone line for service, but we're offering me stable service that I wouldn't be using. I'm paying you 60 bucks a month for a service I'm not going to use as a small business owner in this in this area. I would really not be keen on that. I would go for I would just go for the the the cheaper rate. I feel like business accounts, if I'm going to be paying $60 a month more, I want more than just a dedicated support line when you're telling me that my business is going to be fine because my internet is going to be stable. I think that's my only point. I'm done. Thank you. Jared and then Jeremy. Just a couple of brief comments as a nature of my job. I actually deal with a lot of small businesses in the area, and there is significant demand for better internet service. And the offering priority support and issue resolution is absolutely critical of that. Thank you, sir. Jeremy, go ahead. I mean, there's nothing in any of our rates or terms of service that I'm aware of that prevents people from operating small business on our residential tier of service if they're willing to accept that. So I mean, I don't have any problem with saying if you want to get to the head of the line for customer service is going to cost you an extra X amount per month. If you don't want that, go with residential, we're fine with that. That's my two cents. Alan, sir, go ahead. This is a question for Maggie. I just want to be absolutely sure I understand what Maggie has said recently. Maggie, you're you're suggesting that we should delay the vote. We should vote this down tonight and take more time to come up with more more consideration and more information before we take this up again. Is that correct? Actually, no. My preference would be that this be voted on this evening because I feel that we have enough market research and there is enough demand by small businesses. Just as Ray pointed out, we don't know out of the hundred and twenty eight people that have signed up residential and there's only one that is a business. That is because I haven't started pounding the pavement yet because we haven't had enough construction in and I've been holding back. But we all know there are small businesses out there and they need internet and they're going to be very happy to see us coming. So I feel we can vote on this. I feel that we're not going to get better market research than what Crawford provided. And if you all are happy with the way the price scaling is, that you might as well just be done with it. If you are not going to vote tonight, my recommendation is that it be sent to the communications committee for reconsideration. OK, thanks. I usually like to accept the recommendations of paid professional staff. So I think I'll vote yes for this. So I have Jared and Alan have residual hands up. And I see that Linda has her hand up. Go ahead, Linda. So I have a question for Maggie. Also, Maggie, do you think that we should put up the prices on all the commercials and not just the bottom two? No, I do not. When you're talking about that higher tier, we're getting into some larger businesses. And there is a huge scale with those larger businesses. You know, Ben and Jerry's versus a large warehouse that has quite a few accountants and what not on is completely different. And so we need to be able to price that per business. I feel it's perfectly fine to say, please let us come out and give you a quote. That sounds professional to me. Thank you, Maggie. I think we've had some fairly thorough discussion here. We have a motion. We have a second. I would like I would like to to take a vote. Are there any opposed to the motion? Yes, I see Linda and Chuck opposed. Are there any other opposed? I think we need to do a roll call, Jerry. OK, do it, Jeremy. People there, I mean, I think correct me if I'm wrong, Alan, but I think we need to do that's fine. Yeah, you and you have to actually report the roll call vote in the minutes. Yeah, I do that. I make a little table and I'm taking and I'm writing those down on a on a text sheet right now. So here we go, Alan Gilbert. Yes. Siobhan Parakone, I'm staying. Henry, I'm a study staying. Jeremy, Matt, I will vote yes. Linda Revelle, John Morris. Yes, Chuck Burt. No, Tom Fisher. No, Jerry. Jim entities, yes. Michael Gray. Yes, Ray Pelletier. Yes, Jared Thomas. Yes, Seth O'Brien. Yes. All right, so we have one, two, three, four, five, six, seven, eight voting yes, one, two, three against and two abstaining. So the motion passes. All right, well, thank you very much all for quite a rich discussion. Jeremy, your hand is up. Yeah, I had a question for Maggie. Maggie, I believe I remember you saying at the beginning of this discussion that you thought that having residential prices ending in nine might be might make CV fibers seem untrustworthy. Is that a correct remembrance on my part? Yes, that's been my stance since we had one of our first tests with the website. That was one of the comments made multiple times by the testers that they would prefer to see even numbers. And we took that committee and it wasn't supported. In that case, I would like to make a motion as follows. So whereas our community relations manager has shared a professional opinion that having prices ending in nine may make CV fibers seem untrustworthy. And whereas we have hired a community relations manager to advise the Governing Board on marketing and public relations matters, move that we revise all of our rates for both residential and commercial service to maintain our current or approximately and the add on prices to have round numbers ending in zero or five as recommended by the communication or by our community community relations manager. So I guess I heard stuck first. Of course, you did. Oh, OK, so Ray, you have to let Jerry. You know, that's that's fine. Ray, you have your hand up, sir. Yeah, point of order. I think the motion is not been warned. It's out of order. And if that none of that resonates with Alan, I recommend that we table it. I move that we table it. So move that it's first of all out of order. And we have a lot of things to do in this agenda and going back and re recycling all of our rates, which have been previously approved. It takes a lot more consideration than what we're going to give it here. So let me let me ask the parliamentary question to Alan. This has this issue has not been specifically warned. Are we are we outside of bounds here with this motion as presented by Jeremy? I think so, because it hasn't been warned. The way that this could have been done and would have worked is if this would have been attached as an amendment to the motion we just passed. But since that wasn't done, we now have a new item that is arguably not coming out of nowhere. I mean, there was some discussion about it. But I think to be technically really safe, it should be warned as a separate item for the next meeting. OK, thank you. There are a number of hands popping up, man, personally. I really don't want to go down the nine or zero rabbit hole again. But here we go, Maggie, go ahead. You're number one and then Chuck and then Jeremy. Jeremy, I really appreciate your vote of confidence. And I agree. I really don't want to have this fight again. I don't think that it should be a fight. My recommendation since this is not going to be able to be voted on tonight. I really would love to see everyone that has an opinion about this and the next meeting that this can be warned, whether it's the financial committee meeting or with the executive committee or with this body. But I feel that this needs to be taken care of very quickly because we want to put our rates up and we want people to be able to start signing up. So not being able to get this resolved this evening is is very unpleasant. Understood. Let me correct you there. Maggie, our rates are up and have been up for a couple of months with the nines. Chuck, you're next. I would like to call out that what we warned was an agenda item of services, fees and affordability. I do not think the motion on the table is remotely out of order because we do not warn the details. Of what we're going into. And we regularly take on multiple motions per agenda item. And so I think it's perfectly within the purview of the warned agenda item to tackle the motion that is on the floor. That said, I also respect raise viewpoint that there are a lot of thought went into the pricing as designed. We could certainly take the stance of, OK, we just bump it up a dollar each. And then we've got a nice round number. But like that also seems kind of like a half baked way to do anything. And so it's sort of in line with what Maggie suggested. I think if we believe this is important, it would make sense for the finance committee to take it as a serious agenda item and come back to the board with an approval. And hopefully, you know, if there were a large degree of sentiment to this effect, the finance committee would take it seriously and action on it. And OK, very, very good. Thank you. Thank you, Chuck. Much appreciated. Jeremy, go ahead, sir, and then we can go back to Maggie. Chuck kind of made my point, but I also wanted to add that the action item for this is listed as action expected. So I also do not believe that it's out of order. OK. Maggie, back to you, please. I am aware. I'm sorry. If I if I jumped in front of somebody, I can wait. No, it's I saw Janiel's hand has number one on it. Oh, I do see that. Thank you, Jeremy. I hadn't seen that. Thank you. Thank you. Yeah, Maggie, if you don't mind, let's let Janiel have a have a shot at it here. A couple things. The point about raising our numbers to zero is about trust, and we've already put prices up online. So question that also question whether most people have even seen the prices. And so I think we need to weigh whether whether we have actually established prices or not, because we have them up online, but nobody has. We've already voted on them and we've put them online, but nobody has actually signed up for the service. So changing to zero versus keeping the nine, I think we need to weigh that. And I'm not I'm not saying vote one way or another. I'm just saying that if the point is trust, we need to weigh what is the most trustworthy action here. So to ask that question. And then the other point I wanted to make is I agree that this motion is not out of order because it was warned very broadly and action expected. OK, so let me think where I am here. We have Maggie, Ray and Linda in that order, please. I completely agree that it is on the website and we certainly do not want to break any trust whether anyone has had the opportunity to sign up yet. If they've seen it, that is a trust issue. But at no point in time, if I ever said round up, we can certainly go down to the ninety nine without messing up our financials because we have not yet listed our commercial pricing. That was the whole discussion of this evening. So very easily we can make up what we might miss out on by rounding. And it doesn't even have to be ninety nine. It could be fifty cents for all I care. It just can't be ninety nine because, as Jeremy said in chat earlier, it's like a late night infomercial and and we're losing trust there. So there's a way to balance this very easily, even voting this evening without losing funds for this organization. I truly believe that. OK, wow. So this is this is a far deeper conversation than was anticipated by the folks that signed into this this meeting today and going back to C.L.O. One, where the percentage that was identified as commercial, if you if you if you knock five dollars or four dollars or to get to zero, whatever it is, if knocking them down, you're not going to make it up with a half of a percent of a commercial person in C.L.O. One anyway. So I sound it really sounds to me like we're not quite prepared to fully revisit this this discussion tonight. But I will continue down the list as folks still have their hands raised. So Ray Linda and Tom Fisher, please. Yeah, I'd really like to move on to action items that we have later in the agenda. But we've published it online. We put it out in Frontport Forum. We've set it in webinars. The governing board voted for it. We're done. Linda, yours, please. I think there's a right to have a vote on this tonight. We also have action items on add-ons for residential that we haven't dealt with yet. Is that right? No. No, the executive committee took it. I'm asking, Janelle, it was executive committees for the add-ons. The for the purview of governing board is commercial rates. So they have the purview to do make the decisions on add-ons and the governing board does not. Is that right? The executive committee approved the add-ons and the governing board will approve or do what it will with the commercial rates. Right, I still think we should take a vote on this Germany's motion. Tom Fisher, go ahead, sir. I am happily in agreement with everybody here. I would point out that no matter what rates we choose, they are going to be wrong. We are not on our first year with no experience going to correctly price our services for the people we are going to get. Let me just state that as a flat out certainty. We are going to be revisiting this. We are hopefully I'm thinking on an annual basis, revising our rates for probably the first couple of years, at least. There is a lot of work that still needs to be done. I don't think we need to get too deep into the quagmire here when we still have a long ways to go on where we're going to get on this. So I am going to be voting against the idea that we should be changing any rates at this point. And we should just be moving on with other business. Thank you, Jeremy. Go ahead. Well, I don't see any other hands up. I was just going to say call the question because I think we've all made up our minds and I want to move on as well. OK, help me understand, Jeremy, what is the question? Is the question that we are within? I want I want to vote on this. I think that's the term when you say that you want to stop discussion allowed. That's what it's called in our rules. But nevertheless, I think we could still I apologize. OK. I'm sorry, there were multiple people talking at one time, and I really didn't understand what anyone said. I believe our policy is that we're not allowed to call the question that so long as there is still discussion to be had, we have to continue discussion or table. But at this point, it seems like discussion has ended, so let's move on. So you can call the question because the discussion has come to an end. This call the question means he wants to take a vote. Alan, help me. Help me with the jargon, please. I think Tom is I think Tom is right. And in our rules, we said that we would not call questions that the debate would go on unless people voted to go ahead and do something different. I mean, I think on this one, we can't we if there's still debate, still if people still want to talk, we have to let people talk. In other words, I don't I don't. Well, then then it's a then it's a moot question and we can go on to the next thing. I'm just saying that Tom is right. I don't think we can use the tool of calling the question. It's it's not allowed by our rules and regulations that we have in our procedures. I know that the way we've been operating is that we've let the discussion play out until the discussion has ended. And then we go to a vote if it's something that is that is up for a vote. Now, we have a motion on the table. Is that correct, Jeremy? Yes. Did we get a second for your motion? We have. Yes, Chuck seconded Ray made a motion that no one seconded to basically drop this or to table it. So I think that we're at a vote and I suspect that there is disagreement. So I think we should just go straight to roll call. What's the motion? Yes, I will reread the motion. So whereas our community or should I skip the whereas is basically that we want to trust our community community relations manager. So the motion is move that we that we revise all of our rates for both residential and commercial services while maintaining our current ARPU approximately and our prices for add-ons such that they end in round numbers five or zero as recommended by the community relations manager. And that was seconded by Chuck. Correct. OK, let's take a roll call. OK, are you ready for that? Yes, sir. OK, Alan Gilbert. No. Devon Pericone. Come back to me. Henry Amastati. No. Jeremy Matt, I am going to vote. Yes, Linda Grevelle. Yes. John Morris. No. Chuck Burt. Yes. Oops. Let's see. Tom Fisher. Jerry DeMantitis. No. Michael Gray. I'm going to stay. Ray Pelletier. No. Jared Thomas. No. Seth O'Brien. Yes. And going back to Siobhan. Yes. That is one, two, three, four, five, six, seven. No. One, two, three, four, five. Yes. One abstain. So the motion does not pass. OK. And we move on. Thank you. We are past the time when I thought the meeting would be over. So if we can possibly expedite what we need to do, that might be helpful. But let's let's move on. We have a website and marketing update and outlook. Please, who is going to take that? Matt, you want to jump in or would you like me to summarize where we are? We'll just let you summarize for all three of us. If that's OK. OK, so we are at a point where we are ready to go live with subscriptions on our website. There were pending details, obviously, coming out of this meeting around exactly how we were going to go live, but those are now quite clear. We just need to go apply the changes and we will be going to communications committee to approve the go live on those next week and anticipation of going live in about two ish weeks, maybe a little ahead of that, because I think we're aiming to get an email campaign out to CL01 around that two week time horizon. So so perhaps a little ahead of that two week time horizon. Linda, Janiel, do you have anything else you'd like to add there? I think your time frame is a little rushed because you don't have we don't have anyone to make the changes, Chuck. The changes are all doable just through the interface. They're there. And you do them. I have a son's wedding. Yes, I can do them. OK. Excellent. Maggie, is there anything you'd like to add? We have informational brochures that are getting designed, finished right now by John Morris. We'll be going to the printer and we'll be going out to all of our crews and to all of you, if you would like any, we'll be using them at events. And we would like for you to keep some on hand at all times. And I think that they will be very useful to all of us. Excellent. Thank you. And before I go to Ray, I would like to add that I I've I've asked the the folks that are involved in the in this specific issue that we're talking about to come up with a flow chart that kind of explains the interface between what happens on the construction and the design side and how that moves through and turns into action on the on the marketing and communication side. And I've got positive feedback that folks are working on that. And my my hope is that there'll be a brief discussion about that or an update discussion on that at the next executive committee meeting. I think that'll be helpful to inform all of us. Ray, your hand is up, sir. Please only only to tell Chuck what I've learned earlier today. And that is that Linda's going to be on vacation, I think, from 10 to 14 July. And so if we're going to be testing friendlies with the website, you might need to be available for that if if those dates are correct. Thank you. Yeah, I saw nodding head from Chuck. OK, excellent. If that's it for the website, let's switch gears to the construction update and outlook, please, Janial, I'll hand that over to you. Sure, we have we have hung 26 miles of fiber. We are hopeful that we will issue a another notice to proceed to Eustace as early as tomorrow, depending on how the rest of this meeting goes. And we're looking to we're looking to what we just started the laying down of the of the pad today and call us. Thank you, Janial. I'm sorry, we distracted you in your discussion there. Lucas, I know that you're on the line here. Is there anything else you would like to add to that, sir? I would just add that we're also getting ready to start splicing here in the next, hopefully, week right now. We're reviewing all the documentation and getting everybody mobilized. So should be more to come on that, hopefully in the very near future. Excellent. Excellent. Thank you. But did they actually they didn't pour cement today, did they? They did actually, yeah. They did. Wow. OK. Somehow I don't know how to get through the rain, but they somehow did. Yeah, yeah, it was pretty messy out there today. OK, well, thank you. So let's move on to the next item agenda, because this is extremely important. Construction scopes of work and RFP. And I'll take the RFP part because it's purely a notification here for the governing board. We we have new newly found interested parties that would like to do construction work for us. They did not respond to the original RFP. So we are updating the RFP because it's six months old or however old it is. We've we've updated the RFP and we are reposting the RFP in order to induce some new interest and get so that we're comparing apples to apples. And in all fairness, we're allowing everyone to respond to the same RFP as opposed to doing this in a haphazard way. So we will have a new RFP or a revised RFP that's going to be on our website, and that's also going to go up to the the typical suspects that we bring this up to the the the Vermont Clearing House for for municipal contracts, etc. Janiel has the has the list in her in her head. She knows where they go and she's going to put them up there. So that we have doing all of this above board. And and you know, none of this is just a word of mouth type transaction. The RFP is is being reopened for construction. That said, we have some new construction scopes of work that we've been working on that we that we ran through the Executive Committee last week. And I'm going to ask that, Ray, I believe you have a motion. Let's get it out there so we can we can move this. We're in a good place to get more work done here. Yeah, so work is proceeding now with CL01 and CL02 and that we need some elbow room for the crews that are being added to the Ustis team. We're now we have been running it like two or three crews and now we're up to eight crews and we have a great deal of the make ready work. In fact, all the make ready work done in the Romney School district. And so this is about 80 miles worth of work. The construction is cost is greater than a million dollars. Therefore, it falls under the board's authority to engage to authorize the engagement of a contract with Ustis for this. And so the Executive Committee has recommends the approval of it. And so I'm going to put a motion into the chat room here. And forgive me, there's no where as is no applause, please. It is moved that the Governing Board approve the engagement of Ustis Cable and Enterprises for the Romney Middle School, RS01 and RS02 Statements of Work subject to the Executive Committee's authorization of notices to proceed. Second. I have a friendly amendment. I have a friendly amendment. It's actually, Jerry, according to the motion that was made by the Executive Committee last week, it would be Jerry to approve the notices to proceed. Yeah, the Executive Committee has already done that anticipation of this. So this is fine. Thank you, though. Yes, you're actually both you're both right. So the the Executive Committee has already authorized, pending the approval tonight has already authorized me to proceed with the notice to proceed at my discretion and with Janiel's input because we need to get this going now because the guys are ready to work and they're out there. OK, are we ready for a vote then? We have a motion by Ray, a second by Jeremy. Let's try this the old fashioned way. Are there any opposed to the motion? Please. Hearing none. Are there any abstentions? Hearing none. The motion passes and at least we can get the contractors to work. Excellent. Thank you all. Much appreciated. Chuck, I don't know if you saw my email earlier, but I was anticipating that you would carry this. OK, thank you, sir. Go ahead, please. Yes. OK, I'm going to go through this as quickly as I possibly can because the whereas is probably do most of the heavy lifting here. But the the the recent situation on the you know, on the board and Executive Committee and Operations Committee of a member who was unfortunately not able to serve for a little while has made it abundantly clear that we need to bake in some redundancy as an organization and there are numerous reasons to do that, but one of the shortcomings is the structure of the Executive Committee. So I have a motion I've prepared and it has gone through Executive Committee as well to change the charter of the Executive Committee. In a moment, I will share the actual text of that change. I'm going to run through the motion really, really quick right now so that we can get through that bit and discuss. So the motion is whereas the governing board on 9 March, twenty twenty one approved the creation of an executive committee through the approval of an executive committee charter and whereas 30 VSA section 3071 states that members of an executive committee shall be board members and whereas in the same 9 March, twenty twenty one approval, the approved charter states that a membership for quorum and voting purposes shall include the chair, vice chair, committee chairs and the clerk if a member of the board be the executive director and treasurer will be ex-officio non-voting members of the executive committee as will the clerk if not a member of the board and see the chair of the governing board shall be the chair of the executive committee and whereas ensuring quorum of all executive committee meetings is critical so that CV Fibers time sensitive business can be carried forward quickly and with haste and whereas having redundancy for individual committee members is critical for preserving continuity of each committee's business and whereas the executive committee on 6 June, twenty twenty three unanimously voted to recommend the following action to the governing board. It is moved that the governing board approve a change the executive committee charter a to allow committee vice chairs to serve as alternate members of the executive committee for quorum and voting purposes should the chair of the same committee be unable to attend and so long as the vice chair is also a member of the board and be that the vice chair of the governing board be recognized as the vice chair of the executive committee. Now how that actually translates in the in the starter itself. Oh yeah. Thank you. Yes. May I proceed? Yes. What this actually does is it adds these two paragraph you know this that paragraph in this sentence to the executive committee charter but it's important to understand all the context of why why we need to word it the way we do and so that's why the warehouses but it adds this paragraph that committee vice chair shall be allowed to serve as alternates in place of the committee chair for quorum and voting purposes when the committee chair for the same committee is unable to serve so long as they are also a member of the board and then it also adds the vice chair of the governing board shall be the vice chair of the executive committee. Excellent. Thank you Chuck. That was that was very clear. Thank you. I'm going to go to Tom and then Alan please. I don't think it impacts the motion as it is but just curious as to how it would be implemented. Do you think it is the critical or at least important that the vice individuals attend the executive committee on a regular basis whether or not the primary person is there. Something I've been pointing out that this board for example often has just delegates and very few alternates that show up and so if an alternate does show up on a day that the board member is not available they may not have any clue what they're doing when they get into it. It is my opinion. Yes. But I'll leave it at that. Yes. We that is that is a concern Tom. You're you're you're correct about that. Alan yours and then Ray please. Yeah this is real simple. Chuck you need to have a two after a loud in the first sentence in the first paragraph. I will accept that as a friendly amendment. So Chuck I I think the intention the intention here is that in the absence of the committee chair the vice chair would serve on the executive committee. And so I'm looking at the language that says is is unable to serve and I think you had a particular case in mind inability to serve because somebody's been injured in the car accident. I think unable to serve if I can make a friendly amendment unable to serve should be changed to is absent. Yeah I would accept that. I could accept that as well. Very good. Very good. I think that's that's consistent with the spirit of the of the issue. Tom go ahead sir. Just curious if the chair was not present and the vice chair was to take over as chair of the executive committee would you still be short one person because that vice chair would have already been a member of the executive committee and is now serving a different role than that committee are still short one person if I'm calculating correctly. Is that a problem? I guess the real question. I don't know that it's a problem necessarily. I think you're I think you're correct but I don't know that it's necessarily a problem. Yeah I'll point out we've had a number of cases where Jerry was off you know paying his bills and and Siobhan stepped right in took right over and yes we were down a person but it worked quite well. Michael great go ahead sir. Yeah so if the chair wasn't there and the vice chair was and was officiating the meeting it would be just one less person of the committee as long as there was quorum everything would be fine. Concur. Thank you. Yes that gets to it. If there is an additional discussion well Jeremy go ahead sir. I just want to point out that it doesn't give anyone multiple votes like if someone is the chair of a committee and the vice chair of another committee they don't get two votes they still only count as one person for quorum and all the rest so we're going to stick with one person one vote or at least we're going to try. Are we ready to vote on this? Okay are there any opposed to the motion? Hearing none any abstentions? All right the motion passes unanimously thank you for working this out Chuck. It feels a hole that we didn't realize we had until we had it. Thank you. I just had a message on my screen that said we had five minutes left in this meeting so can I hurry through this real quickly before this blows up? Sure I don't know that that actually happens but go ahead. Okay I want to point out two things I'm not in a good log if you're looking at the background my two granddaughters have arrived in the house and I had to go to the furthest bedroom in the house just so you won't hear all the screaming and yelling they're having a great time. Second thing is I want to point out how Prussian Jerry was when he told me what he thought the avenue for the personnel policy to go through would be. He said we're not going to have any time to talk about this at the executive committee. Sure enough we don't have any time to even talk about a plan that's trying to shorten the amount of time we need to have some action taken on the personnel policy. So instead of my reading a whole bunch of stuff I was going to tell you about the personnel policy the one that was reviewed and endorsed by the policy committee and forwarded to the board for its consideration. Jerry had suggested and I think it's a good idea that what we ought to do is you should look at the policy the proposed policy that was sent out. I sent it out to all governing board members the end of last week on Friday after the agenda had come out and if you have any comments whatsoever about what the policy says you should you should send those comments to me and then at the next meeting of the executive committee which will be slightly before the next board meeting if I have the calendar math right the executive committee will take up your comments and see if we think those weren't any changes. After that's done the executive committee will forward on the work it's done and give the proposed policy in whatever form it is at that point to the executive to the governing board for its for its review and approval. Janiel do you want to throw in anything there because you're the one who's really been pulling the policy itself together but I'm trying to keep this as short as possible. Yeah I would just say this came from the Vermont League of Cities and Towns and is a personnel policy that applies to all personnel with some specific things that imply only two employees but it is backed by the state of Vermont municipalities so that's where it was chosen from. So I recommend that folks take a look at this policy and as Alan suggested we'll work it through. We have two more executive committee meetings before the governing board meets again so we will have opportunity to discuss and work through that policy. Michael I see your hands up sir go ahead please. Yeah I just wonder if once the final draft of the personnel policy is done do you see a fiber plan on having a legal review of that? VLCT will offers that service and I would highly recommend it. That is an excellent point thank you that's point taken there very helpful Michael thank you. Jerry I have to make one more note I need to have people's comments by noon on Monday the 19th so essentially six days so any comments please written comments to me by noon on Monday June 19th. Okay we're really trying to move fast on this not because we just want to get out of the way but this is something we've really got to do it's important now that we have employees working for us that we provide them with the protections that in some cases state statutes require of us so we want to we want to try and get this right and get it in place as soon as possible. I concur Alan I believe that's appropriate. Siobhan I see your hand is up. I just wanted to add I'm on the policy committee I've read through this and I support it fully this is we need to get this out and done and it was a mistake on our part that it didn't occur to us to do this sooner and so we need to get this rectified that's it. Very good thank you thank you it takes a village yes the next the next item is a bank authorization that I think has become moot but Ray go ahead I'll go to you but I Janiel has some updated information on this I believe. So we need to this is a technical housekeeping kind of matter that we need to correct some information that's currently being held by our bank and involving our name and our in our EIN our identification number as well as the authorized personnel for the bank and and this is the motion and where a cb5 is bank account with the Vescu needs to be updated from its previous name Central Vermont Internet and prior EIN to its legal name cb5 with the current EIN whereas authorized users under the account are outdated need to be updated the current authorized users of the account it is moved that Janiel Smith is executive director and Jerry Deemant TV's as governing board chair be recognized the authorized users of the account with Vescu under the legal name cb5 we're in its current EIN. Second second Janiel do you want to add to any discussion on this I think this is I think this is the right thing to do I got correspondence this uh today from Sam at the credit union and she she just wanted to to emphasize that we that the board is uh is recognizes that we need this update and that we have these authorized users on the accounts. Okay excellent excellent I had seen that correspondence but I wasn't it wasn't registering with me so thank you for that we have a a motion we have a second I'm not sure that this is going to take additional discussion are there any opposed to the motion hearing none are there any abstentions the motion passes unanimously thank you we'll get that all cleared up with our bank account um I'm looking at my agenda and the next item is adjourn thank you all for sticking through it it's been a it's been a long one